Full question:
Our Articles of Incorporation needs to be amended retroactive to start date if possible. We incorporated as a 501(c)3 Mutual Benefit corp. We were subsequently approved by the IRS as a 501(c)4 Social Welfare Group (Public Benefit Corp). Four (4) of the six (6) Articles need amending. Is amendment our best course of action? If yes, can we amend all 4 articles in one amendment or are we best served by submitting a completely revised Articles document? Will we be able to make changes retroactive?
- Category: Corporations
- Date:
- State: California
Answer:
In California, you can amend your Articles of Incorporation if you meet the statutory requirements. You can amend multiple articles in one amendment, provided that the amended articles only include provisions that could have been included in the original articles.
Regarding retroactive changes, the ability to apply amendments retroactively depends on your current articles and bylaws. Generally, for state tax purposes, amendments take effect when filed. For changing your status from a mutual benefit corporation to a public benefit corporation, you must follow specific procedures, including member approval (Cal. Corp Code § 7813.5).
To amend, you will need to file a certificate of amendment, which must include the wording of the amendment, board approval, and any necessary member approval. If you prefer, you can also restate your articles in a single document, which would supersede the original articles and any prior amendments (Cal. Corp Code § 910).
For further guidance, consider consulting a legal professional to ensure compliance with all requirements.
This content is for informational purposes only and is not legal advice. Legal statutes mentioned reflect the law at the time the content was written and may no longer be current. Always verify the latest version of the law before relying on it.